Springwater Special Situations (SWSS) 10-Q 1 Dec 23 2023 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Dec. 01, 2023
Document Information Line Items
Entity Registrant Name	CLEAN ENERGY SPECIAL SITUATIONS CORP.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		7,011,641
Amendment Flag	false
Entity Central Index Key	0001838000
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40757
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3501488
Entity Address, Address Line One	405 Lexington Avenue
Entity Address, Address Line Two	44th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10174
City Area Code	(212)
Local Phone Number	818-8800
Entity Interactive Data Current	Yes
Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant
Document Information Line Items
Trading Symbol	SWSSU
Title of 12(b) Security	Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant
Security Exchange Name	NASDAQ
Common stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	SWSS
Title of 12(b) Security	Common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share
Document Information Line Items
Trading Symbol	SWSSW
Title of 12(b) Security	Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 26,187	$ 14,918
Prepaid expenses	111,498	305,900
Total Current Assets	137,685	320,818
Deferred financing agreement – related party	214,926
Marketable securities held in Trust Account	20,371,845	175,167,573
TOTAL ASSETS	20,724,456	175,488,391
Current liabilities
Accrued expenses	465,528	326,346
Income taxes payable	338,194	463,954
Deemed Dividend Liability	17,386
Excise Tax Payable	1,559,046
Total Liabilities	2,510,869	790,300
Commitments
Common stock subject to possible redemption, 1,975,714 shares and 17,118,624 shares at redemption value of approximately $10.12 and $10.20 as of June 30, 2023 and December 31, 2022, respectively	20,001,807	174,634,977
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 50,000,000 shares authorized; 5,363,215 shares issued and outstanding (excluding 1,975,714 shares and 17,118,624 shares subject to possible redemption) at June 30, 2023 and December 31, 2022, respectively	536	536
Additional paid-in capital
Accumulated deficit	(1,788,756)	62,578
Total Stockholders’ Deficit	(1,788,220)	63,114
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	20,724,456	175,488,391
Related Party
Current assets
Deferred financing agreement – related party	214,926
Current liabilities
Promissory notes – related party	$ 130,715

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	1,975,714	17,118,624
Common stock subject to possible redemption, price per share (in Dollars per share)	$ 10.12	$ 10.2
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	5,363,215	5,363,215
Common stock, shares outstanding	5,363,215	5,363,215

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating and formation costs	$ 195,594	$ 245,614	$ 694,158	$ 482,603
Loss from operations	(195,594)	(245,614)	(694,158)	(482,603)
Other income:
Interest income – bank	339	36	471	47
Interest earned on marketable securities held in Trust Account	241,023	351,571	1,639,196	376,548
Interest expenses – debt discount	(130,715)		(130,715)
Unrealized gain on marketable securities held in Trust Account		(90,909)		(86,486)
Total Other income, net	110,647	260,698	1,508,952	290,109
(Loss) income before provision for income taxes	(84,947)	15,084	814,794	(192,494)
Provision for income taxes	(47,641)		(338,240)
Net (loss) income	$ (132,588)	$ 15,084	$ 476,554	$ (192,494)
Redeemable Common Stock
Other income:
Basic weighted average shares outstanding (in Shares)	1,954,239	17,118,624	7,497,438	17,118,624
Basic net income (loss) per share (in Dollars per share)	$ (0.02)	$ 0	$ 0.04	$ (0.01)
Non-redeemable Common stock
Other income:
Basic weighted average shares outstanding (in Shares)	5,363,215	5,363,215	5,363,215	5,363,215
Basic net income (loss) per share (in Dollars per share)	$ (0.02)	$ 0	$ 0.04	$ (0.01)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Redeemable Common Stock
Diluted weighted average shares outstanding	1,954,239	17,118,624	7,497,438	17,118,624
Diluted net loss per share	$ (0.02)	$ 0	$ 0.04	$ (0.01)
Non-redeemable Common stock
Diluted weighted average shares outstanding	5,363,215	5,363,215	5,363,215	5,363,215
Diluted net loss per share	$ (0.02)	$ 0	$ 0.04	$ (0.01)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 536	$ 1,525,796	$ (564,996)	$ 961,336
Balance (in Shares) at Dec. 31, 2021	5,363,215
Net income (Loss)			(207,578)	(207,578)
Balance at Mar. 31, 2022	$ 536	1,525,796	(772,574)	753,758
Balance (in Shares) at Mar. 31, 2022	5,363,215
Balance at Dec. 31, 2021	$ 536	1,525,796	(564,996)	961,336
Balance (in Shares) at Dec. 31, 2021	5,363,215
Net income (Loss)				(192,494)
Balance at Jun. 30, 2022	$ 536	1,455,134	(757,490)	698,180
Balance (in Shares) at Jun. 30, 2022	5,363,215
Balance at Mar. 31, 2022	$ 536	1,525,796	(772,574)	753,758
Balance (in Shares) at Mar. 31, 2022	5,363,215
Accretion for common stock to redemption amount		(70,662)		(70,662)
Net income (Loss)			15,084	15,084
Balance at Jun. 30, 2022	$ 536	1,455,134	(757,490)	698,180
Balance (in Shares) at Jun. 30, 2022	5,363,215
Balance at Dec. 31, 2022	$ 536		62,578	63,114
Balance (in Shares) at Dec. 31, 2022	5,363,215
Accretion for common stock to redemption amount			(1,224,289)	(1,224,289)
Additional shares at Fair Value March 2, 2023			(17,386)	(17,386)
Excise Tax Payable			(1,559,046)	(1,559,046)
Net income (Loss)			609,142	609,142
Balance at Mar. 31, 2023	$ 536		(2,129,001)	(2,128,465)
Balance (in Shares) at Mar. 31, 2023	5,363,215
Balance at Dec. 31, 2022	$ 536		62,578	63,114
Balance (in Shares) at Dec. 31, 2022	5,363,215
Net income (Loss)				476,554
Balance at Jun. 30, 2023	$ 536		(1,788,756)	(1,788,220)
Balance (in Shares) at Jun. 30, 2023	5,363,215
Balance at Mar. 31, 2023	$ 536		(2,129,001)	(2,128,465)
Balance (in Shares) at Mar. 31, 2023	5,363,215
Accretion for common stock to redemption amount			(47,093)	(47,093)
Fair value of Founder Shares transferred in connection with Deferred Financing Agreement - Related Party			519,926	519,926
Net income (Loss)			(132,588)	(132,588)
Balance at Jun. 30, 2023	$ 536		$ (1,788,756)	$ (1,788,220)
Balance (in Shares) at Jun. 30, 2023	5,363,215

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 476,554	$ (192,494)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,639,196)	(376,548)
Unrealized gain on marketable securities held in Trust Account		86,486
Amortization of debt discount	130,715
Changes in operating assets and liabilities:
Prepaid expenses	194,402	219,778
Accrued expenses	139,182	(65,091)
Income taxes payable	(125,760)
Net cash used in operating activities	(824,103)	(327,869)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	530,372
Cash withdrawn from Trust Account in connection with redemption	155,904,552
Net cash provided by investing activities	156,434,924
Cash Flows from Financing Activities:
Proceeds from promissory notes – related party, net of debt discount	305,000
Redemption of common stock	(155,904,552)
Net cash used in financing activities	(155,599,552)
Net Change in Cash	11,269	(327,869)
Cash – Beginning of period	14,918	413,067
Cash – End of period	26,187	85,198
Supplementary cash flow information:
Cash paid for income taxes	464,000
Non-cash investing and financing activities:
Accretion for common stock to redemption amount	1,271,382	70,662
Additional shares issued at fair value on March 2, 2023	17,386
Fair value of Founder Shares transferred in connection with Deferred Financing Agreement - Related Party	519,926
Excise Tax Payable	1,559,046
Related Party
Cash Flows from Financing Activities:
Proceeds from promissory notes – related party	91,121
Repayment of promissory notes – related party	$ (91,121)

Description of Organization, Bu

Description of Organization, Business Operations, and Liquidity	6 Months Ended
	Jun. 30, 2023
Description of Organization, Business Operations, and Liquidity [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY Clean Energy Special Situations Corp. (the “Company”), formerly known as Springwater Special Situations Corp. (see Note 9), is a blank check company incorporated as a Delaware company on October 2, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering seeking to identify a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on August 25, 2021. On August 30, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 645,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Springwater Promote LLC (the “Sponsor”) and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering, generating gross proceeds of $6,450,000, which is described in Note 4. On September 3, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and would forfeit the remaining balance. On September 7, 2021, the Company consummated the sale of an additional 2,118,624 Units, at $10.00 per Unit, and the sale of an additional 63,559 Private Placement Units, at $10.00 per Private Placement Unit, generating total gross proceeds of $21,821,830. A total of $21,398,105 was deposited into the Trust Account, bringing the aggregate gross proceeds held in the Trust Account to $172,898,105. Transaction costs amounted to $18,538,231 consisting of $3,423,725 of underwriting fees, $13,783,973 for the excess fair value of the Founder Shares (as defined in Note 6) attributable to the Anchor Investors (see Note 5), $880,485 for the excess fair value of the EBC Founder Shares (see Note 6) and $450,048 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more businesses or entities with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (less taxes payable on the interest earned on the Trust Account) as of the date of the definitive agreement for such Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes paid and payable), divided by the number of then issued and outstanding Public shares, subject to certain limitations as described in the prospectus. Additionally, each Public Stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or Rights (defined below). If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares have agreed to vote such Founder Shares, shares included in the Private Placement Units and any Public Shares they hold in favor of approving a Business Combination. The holders of the Founder Shares have agreed (a) to waive redemption rights with respect to the Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, (b) to waive liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the time period required by the Certificate of Incorporation and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the such holders acquires Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company currently has until November 28, 2023 with the ability to further extend such date up to six times by one month each (so a maximum of through May 28, 2024) (see Note 9), to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period and such time period is not extended by stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants or Rights, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. On February 27, 2023, the Company held a special meeting of its stockholders to consider a proposal, among others, to extend the date the Company had to consummate an initial business combination from February 28, 2023 to August 28, 2023. Stockholders approved the proposals and in connection therewith, holders of an aggregate of 15,142,910 Public Shares exercised their right to redeem their shares for an aggregate of $155,904,552 in cash. In connection with the special meeting, the Company’s board of directors approved a dividend of rights (“Rights”) to holders of Public Shares who did not seek redemption of their Public Shares in connection with the stockholder vote in connection with the extension. Each Right will entitle the holder to receive one-twelve-and-a-half (1/12.5) of a share of common stock upon consummation of the Company’s initial Business Combination. The Company issued 1,975,714 Rights entitling the holders to receive an aggregate of up to 158,057 shares of common stock. Under ASC 505-20-30-3 (Rights Agreement Memorandum) this was accounted for as a Deemed Dividend. Because the dividend is expected to be paid within one year of the declaration date, the “Deemed dividend” payable will be classified as a current liability. The Deemed Dividend Liability was recorded at the fair value on the declaration date on March 2, 2023. The fair value of the shares on March 2, 2023 was $0.11, which was determined using market approach methodology and the key inputs to the method are summarized below. Stock Price as of Measurement Date $ 10.27 Probability of Acquisition 13.9 % The holders of the Founder Shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if they acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Effective May 15, 2023, each of Alexander Hamilton and Hans Brandl resigned from the Company’s Board of Directors. Such individuals’ resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Additionally, effective May 15, 2023, the Company’s Board of Directors appointed Candice Beaumont, Nicholas Parker, Raghunath Kilambi and Greg A. Nuttall to the Board of Directors. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the world. As of the date the condensed financial statement was issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of this condensed financial statement. The condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. On February 27, 2023, the Company’s stockholders redeemed 15,142,910 shares for a total of $155,904,552. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of June 30, 2023 and concluded that it is probable that a contingent liability should be recorded. As of June 30, 2023, the Company recorded $1,559,046 of excise tax liability calculated as 1% of the shares redeemed in connection with the extension of time to consummate an initial Business Combination effectuated in February 2023 referred to above. Subsequent to June 30, 2023, an additional number of shares were redeemed in connection with the extension of time to consummate an initial Business Combination to November 28, 2023 with the ability to further extend such date up to six times by one month each (so a maximum of through May 28, 2024) effectuated on August 28, 2023 (see Note 9). As indicated below, there is no assurance that this will be the actual amount of tax that the Company will be required to pay. Any redemption or other repurchase in connection with a Business Combination, extension vote or otherwise may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. As a result, the above-referenced excise tax liability recorded as of June 30, 2023 may be more or less than such amount depending on factors that occurred after such date (see Note 9) and in the future. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Notwithstanding the foregoing, the Company has agreed that the per share price payable to stockholders exercising their redemption rights, whether in connection with the vote on an extension or an initial Business Combination, will not be reduced by payments required to be made by the Company under the IR Act. Liquidity and Going Concern As of June 30, 2023, the Company had $26,187 in its operating bank account and working capital deficit of $2,373,184. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by November 28, 2023 with the ability to further extend such date up to six times by one month each (so a maximum of through May 28, 2024) (see Note 9) and such date is not extended by stockholders, then the Company will cease all operations except for the purpose of liquidating. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity conditions raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these financial statements are issued. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on April 10, 2023. The interim results for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023, and December 31, 2022. Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Deferred Financing Agreement In connection with the Transaction, the Sponsor agreed to pay for obligations of the Company. The Company deferred the full amount of the fair value of the shares on May 15, 2023. When advances are received under the loan, the Company records a debt discount and amortizes the debt discount as interest expense over the life of the loan. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the special meeting of stockholders held on February 27, 2023, holders of an aggregate of 15,142,910 public shares exercised their right to redeem their shares for an aggregate of $155,904,552 in cash. Accordingly, the 1,975,714 and 17,118,624 shares of common stock subject to possible redemption at $10.12 and $10.20 redemption value as of June 30, 2023 and December 31, 2022, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the common stock reflected in the balance sheets are reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 $ 174,634,977 Less: Share Redemption — March 8, 2023 (155,904,552 ) Plus Accretion of carrying value to redemption value 1,271,382 Common stock subject to possible redemption, June 30, 2023 $ 20,001,807 Warrant Classification The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the warrants issued in the Initial Public Offering (“Public Warrants”) and warrants included in the Private Placement Units (the “Private Warrants”) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (56.1 and 0.0% for the three months ended June 30, 2023 and 2022, respectively, and 41.5% and 0.0% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023, due to the valuation allowance on the deferred tax assets and interest expenses associated with the debt discount on the related party promissory note. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the private placement, and (iii) the shares under the Rights Agreement since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Six Months Ended Six Months Ended Redeemable Non- redeemable Redeemable Non- redeemable Redeemable Non- redeemable Redeemable Non- redeemable Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (35,410 ) $ (97,178 ) $ 11,486 $ 3,598 $ 277,819 $ 198,735 $ (146,573 ) $ (45,921 ) Denominator: Basic and diluted weighted average common stock outstanding 1,954,239 5,363,215 17,118,624 5,363,215 7,497,438 5,363,215 17,118,624 5,363,215 Basic and diluted net (loss) income per common stock $ (0.02 ) $ (0.02 ) $ 0.00 $ 0.00 $ 0.04 $ 0.04 $ (0.01 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Public Offering

Public Offering	6 Months Ended
	Jun. 30, 2023
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 15,000,000 Units, at a price of $10.00 per Unit on August 30, 2021. Each Unit consists of one share of common stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). On September 3, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and forfeited the remaining balance. On September 7, 2021, the Company consummated the sale of an additional 2,118,624 Units pursuant to the partial exercise of the underwriters’ over-allotment option.

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2023
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on August 30, 2021, the Sponsor and EarlyBirdCapital, Inc. purchased an aggregate of 645,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,450,000. On September 7, 2021, the Company consummated the sale of an additional 63,559 Private Placement Units, at $10.00 per Private Placement Unit. The proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Units and underlying securities.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,875,000 of the Company’s common stock (the “Founder Shares”). As of February 16, 2021, the Company effected a dividend of 0.5 shares for each outstanding share of common stock, resulting in there being an aggregate of 4,312,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 562,500 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the EBC founder shares) (see Note 6). As a result of the underwriters’ election to partially exercise their over-allotment option, a total of 529,656 Founder Shares are no longer subject to forfeiture. Accordingly, 32,844 Founder Shares were forfeited by the Sponsor. The Sponsor and other holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. In connection with the Initial Public Offering, each anchor investor acquired from the Sponsor an indirect economic interest in the Founder Shares a total of 2,163,889 Founder Shares. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $13,783,973, or $6.37 per share. The excess of the fair value of the Founder Shares over the amount paid was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid in capital in accordance with the accounting of other offering costs. On May 15, 2023, the Sponsor and certain other holders of Founder Shares (hereinafter the “Transferors”) entered into an agreement to transfer an aggregate of 950,000 Founders Shares (the “Transaction”) to certain individuals (collectively, the “Share Recipients”). The estimated fair value of the shares transferred to the Share Recipients was $519,926 or $0.5473 per share. In accordance with, ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, the Transaction is considered to be in exchange for the receipt of a working capital loan for which the loan amounts shall be used to pay for the liabilities of the Company (hereinafter, the “Deferred Financing Agreement”). Administrative Services Agreement The Company entered into an agreement with its counsel, Graubard Miller, commencing on August 30, 2021. Until completion of the Business Combination or the Company’s liquidation, Graubard Miller shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 405 Lexington Avenue, New York, New York 10174 (or any successor location) free of charge. Deferred Financing Agreement — Related Party On May 15, 2023, in connection with the Deferred Financing Agreement, the Company deferred the full amount of the fair value of the Founders Shares transferred as part of the Transaction as an asset, with an offsetting charge to accumulated deficit. The initial draw under the Deferred Financing Agreement was under a promissory note for an aggregate of $305,000 (see “Promissory Note – related party” below) on May 16, 2023. Upon the first draw under the Deferred Financing Agreement, the Company recorded a debt discount of $305,000 to be amortized as interest expense over the life of the loan. Any subsequent draws under the Deferred Financing Agreement will be recorded by the Company as an additional debt discount and amortized over the life of the loan issued. In the event the Company does not draw down the entire fair value originally deferred as an asset, the Company will expense the remaining fair value deferred at the time in which all loans reach the end of their life. The Company recognized $130,715 in interest expense for the three and six-month periods ended June 30, 2023 included in the Company’s condensed statements of operations. As of June 30, 2023, the remaining balance available under the Deferred Financing agreement is $214,926 and included in the Company’s condensed balance sheets. Promissory Notes — Related Party On December 17, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The Initial Promissory Note was non-interest bearing and, as of June 30, 2023 and December 31, 2022, there was no outstanding balance. During the six months ended June 30, 2023, the Company issued two promissory notes to IME Spain General Partner S.L., pursuant to which the Company can borrow up to an aggregate principal amount of $91,121. These promissory notes were non-interest bearing and were fully repaid during the six months ended June 30, 2023. As of June 30, 2023, the balance due is $0. On May 15, 2023, in connection with the Deferred Financing Agreement, the Share Recipients agreed to advance to the Company an aggregate of $400,000 (the “Initial Loan Amount”) in connection with the above referred transfer of Founders Shares. On May 15, 2023, the Sponsor issued a $305,000 promissory note to the Company to pay for existing liabilities of the Company at issuance. This promissory note is non-interest bearing and due upon completion of the Company’s initial Business Combination. As of June 30, 2023, there was an aggregate of $174,285 outstanding under the “Initial Loan Amount” which is net of the which is net of a debt discount of $130,715 recognized for the three and six-months ended June 30, 2023. The Company’s working capital needs in excess of the Initial Loan Amount until the consummation of an initial Business Combination by the Company are expected to be financed by the Share Recipients and their designees, in such amounts among the Share Recipients and at such times as determined by them in their discretion but ensuring that liabilities of the Company are paid as they become due. Any additional amounts loaned will be evidenced by promissory notes. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. At June 30, 2023 and December 31, 2022, there are no Working capital Loans outstanding.

Commitments

Commitments	6 Months Ended
	Jun. 30, 2023
Commitments [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, EBC founder shares, Private Placement Units and underlying securities and any securities issued upon conversion of Working Capital Loans are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering (“Effective Date”). The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders’ Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the EBC founder shares, Private Placement Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the consummation of a Business Combination. Notwithstanding anything to the contrary, the holders of the EBC founder shares may only make a demand on one occasion and only during the five-year period beginning on the Effective Date. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that the holders of the EBC founder shares may participate in a “piggy-back” registration only during the seven-year period beginning on the Effective Date. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions (see Note 7). The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $3,000,000 in the aggregate paid upon the closing of the Initial Public Offering and $423,723 upon exercise of the over-allotment option. Pursuant to the underwriting agreement, the Company granted to EarlyBirdCapital, Inc., for a period of three years from the commencement of sales of the Initial Public Offering, the right to act as co-underwriter for the next U.S. registered public offering of securities undertaken by any of the Company’s officers for the purpose of raising capital and placing 90% or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses that have not been identified at the time of such public offering. The terms of such offering shall be mutually determined in good faith by the applicable insider(s) and the representative and will be based on the prevailing market for similar offerings. Business Combination Marketing Agreement The Company engaged EarlyBirdCapital as an advisor in connection with its Business Combination to assist in holding meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Initial Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation a Business Combination in an aggregate amount equal to 3.5% of the gross proceeds of the Initial Public Offering. Additionally, the Company will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in the Business Combination if it introduces the Company to the target business with which it completes a Business Combination. EBC founder shares In December 2020 and July 2021, the Company issued to the designees of EarlyBirdCapital 225,000 and 150,000 shares of common stock (the “EBC founder shares”), respectively. The Company accounted for the excess fair value over the price paid for the EBC founder shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The issuance of these shares presented in the Company’s financial statements were revised to reflect the shares issued in December 2020 and July 2021. The excess fair value over the amount paid of the EBC founder shares was $880,485 as of July 15, 2021. The holders of the EBC founder shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2023
Stockholders’ Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock no Common Stock Warrants The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants, and the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the last reported sale price of the common stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders equals or exceeds $18.00 per share (as adjusted for dividends, share capitalizations, reorganizations, recapitalizations and the like). The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A common shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A common shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering. Management concluded that the Public Warrants and Private Warrants to be issued pursuant to the warrant agreement qualify for equity accounting.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 20,371,845 $ 175,167,573

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS Effective August 2, 2023, each of Martin Gruschka, Ignacio Casanova, Angel Pendas and Eduardo Montes resigned from the Board of Directors of the Company and from each officer position they may have held with the Company – Mr. Gruschka from the office of Chief Executive Officer, Mr. Casanova from the office of Chief Financial Officer, and Mr. Pendas from the office of Secretary. Such individuals’ resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. At the same time as and in connection with the resignations described above, Raghunath Kilambi was elected Chief Executive Officer and Chief Financial Officer of the Company On August 2, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended, changing the name of the Company from “Springwater Special Situations Corp.” to “Clean Energy Special Situations Corp.” A copy of such amendment was included in the Company’s Current Report on Form 8-K as filed with the SEC on August 2, 2023. Extension Amendment Proposal On August 28, 2023, the Company held a special meeting of its stockholders (the “August 2023 Special Meeting”) whereby the Company’s stockholders approved a proposal to amend the Certificate of Incorporation to extend the date by which the Company has to consummate an initial Business Combination from August 28, 2023 to November 28, 2023 with the ability to further extend such date up to six times by one month each (so a maximum of through May 28, 2024) (the “Extension Amendment Proposal”), at the discretion of the Company’s board of directors, upon the payment of certain amounts (the “Extension”). The Company’s Sponsor, officers, directors and their affiliates agreed that if the Extension Amendment Proposal were to be approved and the Extension implemented, they or their affiliates would lend to the Company to be deposited into the Trust Account $0.075 per public share that was not redeemed in connection with the stockholder vote to approve the Extension for first three months of the Extension and then $0.025 per share for each additional month of the Extension needed to consummate an initial Business Combination through the Extended Date. If the Company completes an initial Business Combination, the Company will repay the lenders for the amounts loaned without interest. If the Company does not complete a Business Combination, it will repay such amounts only from funds held outside of the Trust Account, if any. An aggregate of 327,288 shares were redeemed in connection with the August 2023 Special Meeting for an aggregate amount of $3,389,649 or approximately, $10.36 per share. On August 28, 2023, the Company filed an amendment to the Certificate of Incorporation to effectuate the Extension. A copy of such amendment was included in the Company’s Current Report on Form 8-K as filed with the SEC on September 1, 2023. As of the date of these financial statements, the Sponsor advanced the Company an aggregate of approximately $128,000 for working capital and payments for the monthly extensions. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as disclosed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on April 10, 2023. The interim results for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023, and December 31, 2022.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Deferred Financing Agreement	Deferred Financing Agreement In connection with the Transaction, the Sponsor agreed to pay for obligations of the Company. The Company deferred the full amount of the fair value of the shares on May 15, 2023. When advances are received under the loan, the Company records a debt discount and amortizes the debt discount as interest expense over the life of the loan.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the special meeting of stockholders held on February 27, 2023, holders of an aggregate of 15,142,910 public shares exercised their right to redeem their shares for an aggregate of $155,904,552 in cash. Accordingly, the 1,975,714 and 17,118,624 shares of common stock subject to possible redemption at $10.12 and $10.20 redemption value as of June 30, 2023 and December 31, 2022, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the common stock reflected in the balance sheets are reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 $ 174,634,977 Less: Share Redemption — March 8, 2023 (155,904,552 ) Plus Accretion of carrying value to redemption value 1,271,382 Common stock subject to possible redemption, June 30, 2023 $ 20,001,807
Warrant Classification	Warrant Classification The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the warrants issued in the Initial Public Offering (“Public Warrants”) and warrants included in the Private Placement Units (the “Private Warrants”) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (56.1 and 0.0% for the three months ended June 30, 2023 and 2022, respectively, and 41.5% and 0.0% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023, due to the valuation allowance on the deferred tax assets and interest expenses associated with the debt discount on the related party promissory note. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the private placement, and (iii) the shares under the Rights Agreement since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Six Months Ended Six Months Ended Redeemable Non- redeemable Redeemable Non- redeemable Redeemable Non- redeemable Redeemable Non- redeemable Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (35,410 ) $ (97,178 ) $ 11,486 $ 3,598 $ 277,819 $ 198,735 $ (146,573 ) $ (45,921 ) Denominator: Basic and diluted weighted average common stock outstanding 1,954,239 5,363,215 17,118,624 5,363,215 7,497,438 5,363,215 17,118,624 5,363,215 Basic and diluted net (loss) income per common stock $ (0.02 ) $ (0.02 ) $ 0.00 $ 0.00 $ 0.04 $ 0.04 $ (0.01 ) $ (0.01 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Description of Organization, _2

Description of Organization, Business Operations, and Liquidity (Tables)	6 Months Ended
	Jun. 30, 2023
Description of Organization, Business Operations, and Liquidity [Abstract]
Schedule of Deemed Dividend Liability was Recorded at the Fair Value	The Deemed Dividend Liability was recorded at the fair value on the declaration date on March 2, 2023. The fair value of the shares on March 2, 2023 was $0.11, which was determined using market approach methodology and the key inputs to the method are summarized below. Stock Price as of Measurement Date $ 10.27 Probability of Acquisition 13.9 %

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Common Stock Reflected in the Balance Sheets are Reconciled	At June 30, 2023 and December 31, 2022, the common stock reflected in the balance sheets are reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 $ 174,634,977 Less: Share Redemption — March 8, 2023 (155,904,552 ) Plus Accretion of carrying value to redemption value 1,271,382 Common stock subject to possible redemption, June 30, 2023 $ 20,001,807
Schedule of Basic and Diluted Net Income (loss) Per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Six Months Ended Six Months Ended Redeemable Non- redeemable Redeemable Non- redeemable Redeemable Non- redeemable Redeemable Non- redeemable Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (35,410 ) $ (97,178 ) $ 11,486 $ 3,598 $ 277,819 $ 198,735 $ (146,573 ) $ (45,921 ) Denominator: Basic and diluted weighted average common stock outstanding 1,954,239 5,363,215 17,118,624 5,363,215 7,497,438 5,363,215 17,118,624 5,363,215 Basic and diluted net (loss) income per common stock $ (0.02 ) $ (0.02 ) $ 0.00 $ 0.00 $ 0.04 $ 0.04 $ (0.01 ) $ (0.01 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Measurements [Abstract]
Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 20,371,845 $ 175,167,573

Description of Organization, _3

Description of Organization, Business Operations, and Liquidity (Details) - USD ($)			1 Months Ended			6 Months Ended
	Feb. 27, 2023	Sep. 07, 2021	Feb. 27, 2023	Aug. 16, 2022	Aug. 30, 2021	Jun. 30, 2023	Mar. 02, 2023
Description of Organization, Business Operations, and Liquidity (Details) [Line Items]
Share issued (in Shares)	1,975,714		1,975,714
Price per share (in Dollars per share)						$ 12.5
Purchase price unit (in Dollars per share)						$ 0.025
Deposited into the trust account		$ 21,398,105
Gross proceeds held in trust account		$ 172,898,105
Transaction costs						$ 18,538,231
Underwriting fees						3,423,725
Fair value of founder shares						13,783,973
Excess of fair value						880,485
Other offering cost						$ 450,048
Assets held in the trust account, percentage						80%
Redeem public shares, percentage						100%
Dissolution expenses						$ 100,000
Public shares exercised (in Shares)	15,142,910		15,142,910
Aggregate of cash	$ 155,904,552		$ 155,904,552
Common stock of aggregate shares (in Shares)	158,057
Fair value (in Shares)							0.11
Public share per share (in Dollars per share)						$ 10.1
Public due per share (in Dollars per share)						$ 10.1
U.S. federal excise tax percentage				1%
Excise tax percentage				1%
Stockholders redeemed shares (in Shares)			15,142,910
Total redeemed shares value			$ 155,904,552
Tax liability						$ 1,559,046
Tax liability percentage						1%
Operating bank account						$ 26,187
Working capital						$ 2,373,184
Initial Public Offering [Member]
Description of Organization, Business Operations, and Liquidity (Details) [Line Items]
Share issued (in Shares)					15,000,000
Price per share (in Dollars per share)					$ 10	$ 6.37
Gross proceeds from IPO					$ 150,000,000
Purchase price unit (in Dollars per share)					$ 10
Common stock of aggregate shares (in Shares)						645,000
Private Placement [Member]
Description of Organization, Business Operations, and Liquidity (Details) [Line Items]
Share issued (in Shares)						645,000
Price per share (in Dollars per share)		$ 10				$ 10
Gross proceeds from private placement		$ 21,821,830				$ 6,450,000
Sale of additional units (in Shares)		63,559
Over-Allotment Option [Member]
Description of Organization, Business Operations, and Liquidity (Details) [Line Items]
Sale of additional units (in Shares)		2,118,624
Purchase price unit (in Dollars per share)		$ 10
Business Combination [Member]
Description of Organization, Business Operations, and Liquidity (Details) [Line Items]
Issued and outstanding voting securities percentage						50%

Description of Organization, _4

Description of Organization, Business Operations, and Liquidity (Details) - Schedule of Deemed Dividend Liability was Recorded at the Fair Value	6 Months Ended
	Jun. 30, 2023 $ / shares
Schedule of Deemed Dividend Liability was Recorded at the Fair Value [Abstract]
Stock Price as of Measurement Date	$ 10.27
Probability of Acquisition	13.90%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]
Public shares exercised (in Shares)			15,142,910
Cash (in Dollars)	$ 155,904,552		$ 155,904,552
Common stock subject to possible redemption shares (in Shares)			1,975,714		17,118,624
Common stock subject to possible redemption per share (in Dollars per share)	$ 10.12		$ 10.12		$ 10.2
Effective tax rate percentage	56.10%	0%	41.50%	0%
Statutory tax rate	21%	21%	21%	21%
Federal depository insurance coverage (in Dollars)	$ 250,000		$ 250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Reflected in the Balance Sheets are Reconciled - USD ($)	2 Months Ended	6 Months Ended
	Mar. 08, 2023	Jun. 30, 2023
Schedule of Common Stock Reflected in the Balance Sheets are Reconciled [Abstract]
Common stock subject to possible redemption	$ 174,634,977	$ 174,634,977
Less:
Share Redemption March 8, 2023	$ (155,904,552)
Plus
Accretion of carrying value to redemption value		1,271,382
Common stock subject to possible redemption		$ 20,001,807

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (loss) Per Common Share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Redeemable [Member]
Numerator:
Allocation of net (loss) income, as adjusted	$ (35,410)	$ 11,486	$ 277,819	$ (146,573)
Denominator:
Basic and diluted weighted average common stock outstanding	1,954,239	17,118,624	7,497,438	17,118,624
Basic and diluted net (loss) income per common stock	$ (0.02)	$ 0	$ 0.04	$ (0.01)
Non-redeemable [Member]
Numerator:
Allocation of net (loss) income, as adjusted	$ (97,178)	$ 3,598	$ 198,735	$ (45,921)
Denominator:
Basic and diluted weighted average common stock outstanding	5,363,215	5,363,215	5,363,215	5,363,215
Basic and diluted net (loss) income per common stock	$ (0.02)	$ 0	$ 0.04	$ (0.01)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (loss) Per Common Share (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (loss) Per Common Share (Parentheticals) [Line Items]
Diluted weighted average common stock outstanding (in shares)	1,954,239	17,118,624	7,497,438	17,118,624
Diluted net income (loss) per common stock (in Dollars per share)	$ (0.02)	$ 0	$ 0.04	$ (0.01)
Non-redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (loss) Per Common Share (Parentheticals) [Line Items]
Diluted weighted average common stock outstanding (in shares)	5,363,215	5,363,215	5,363,215	5,363,215
Diluted net income (loss) per common stock (in Dollars per share)	$ (0.02)	$ 0	$ 0.04	$ (0.01)

Public Offering (Details)

Public Offering (Details) - $ / shares	1 Months Ended	6 Months Ended
	Aug. 30, 2021	Jun. 30, 2023	Sep. 07, 2021
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Company sold units	15,000,000
Price per unit (in Dollars per share)	$ 10
Private warrant, description		Each Unit consists of one share of common stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Price per unit (in Dollars per share)			$ 10
Sale of additional units			2,118,624

Private Placement (Details)

Private Placement (Details) - USD ($)		6 Months Ended
	Sep. 07, 2021	Jun. 30, 2023
Initial Public Offering [Member]
Private Placement (Details) [Line Items]
Aggregate of private units		645,000
Price per share		$ 10
Aggregate purchase price		$ 6,450,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Price per share	$ 10
Sale of additional units	63,559

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		1 Months Ended		3 Months Ended	6 Months Ended
	May 15, 2023	Feb. 16, 2021	Oct. 31, 2020	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Aug. 30, 2021	Dec. 17, 2020
Related Party Transactions (Details) [Line Items]
Effected dividend shares (in Shares)		0.5
Shares subject to forfeiture (in Shares)		562,500
Issued and outstanding percentage		20%
Founder Shares are no longer subject to forfeiture (in Shares)		529,656
Founder Shares subject to forfeiture (in Shares)		32,844
Founder shares, description					The Sponsor and other holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.
Exceeds price per share (in Dollars per share)				$ 12.5	$ 12.5
Founder shares (in Shares)					2,163,889
Aggregate fair value of the founder Shares					$ 13,783,973
Fair value of the shares transferred	$ 519,926
Fair value of the shares transferred to the Share Recipients per share (in Dollars per share)	$ 0.5473
Amortized interest expense	$ 305,000
Advances from related party				$ 3	3
Deferred financing				214,926	214,926
Aggregate principal amount								$ 150,000
Balance due				0	0
Aggregate initial loan amount	400,000
Debt discount				130,715	130,715
Working capital loans				$ 1,500,000	$ 1,500,000
Price per unit (in Dollars per share)				$ 10	$ 10
IPO [Member]
Related Party Transactions (Details) [Line Items]
Exceeds price per share (in Dollars per share)				$ 6.37	$ 6.37		$ 10
Deferred Financing Agreement [Member]
Related Party Transactions (Details) [Line Items]
Deferred financing aggregate	305,000
Spain General Partner S.L., [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount				$ 91,121	$ 91,121
Related Party [Member]
Related Party Transactions (Details) [Line Items]
Deferred financing				214,926	214,926
Sponsor issued promissory note	$ 305,000
Aggregate outstanding				$ 174,285	$ 174,285
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid			$ 25,000
Aggregate shares (in Shares)	950,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Consideration shares (in Shares)			2,875,000
Founder shares (in Shares)		4,312,500

Commitments (Details)

Commitments (Details) - USD ($)			6 Months Ended
	Jul. 31, 2021	Dec. 31, 2020	Jun. 30, 2023	Jul. 15, 2021
Commitments (Details) [Line Items]
Underwriting discount per share			$ 0.2
Underwriting paid			$ 3,000,000
Over-allotment option			$ 423,723
Commencement of sales period			3 years
Raising capital and placing percentage			90%
Gross proceeds percentage			3.50%
Total consideration payable percentage			1%
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Purchase additional units			2,250,000
Common Stock [Member]
Commitments (Details) [Line Items]
Common stock issued shares	150,000	225,000
Founder Shares [Member]
Commitments (Details) [Line Items]
Excess fair value amount paid				$ 880,485

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Stockholders’ Equity [Abstract]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding
Preferred stock, shares issued
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, vote	one
Common stock, shares issued	5,363,215	5,363,215
Common stock, shares outstanding	5,363,215	5,363,215
Common stock subject to possible redemption	1,975,714	17,118,624
Public warrants expire year	5 years
Warrants become exercisable, description	Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:   ● in whole and not in part;   ● at a price of $0.01 per Public Warrant;   ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and   ● if, and only if, the last reported sale price of the common stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders equals or exceeds $18.00 per share (as adjusted for dividends, share capitalizations, reorganizations, recapitalizations and the like).
Business combination, description	In addition, if (x) the Company issues additional Class A common shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A common shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Fair Value Measurements (Detai

Fair Value Measurements (Details) - Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 20,371,845	$ 175,167,573

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Aug. 28, 2023	Jun. 30, 2023
Subsequent Events (Details) [Line Items]
Per public share		$ 0.075
Extension per share		$ 0.025
Working capital		$ 2,373,184
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Redeemed shares	327,288
Aggregate amount	$ 3,389,649
Aggregate price	10.36%
Working capital	$ 128,000